Kakuzi : Annual Report and Financial Statements 2022

KAKUZI PLC

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

Who we are

Kakuzi PLC was incorporated in 1927 and is a listed Kenyan agricultural company trading on both the Nairobi Securities Exchange and London Stock Exchange and engaging in the cultivation, processing and marketing of avocados, blueberries, macadamia, tea, livestock and commercial forestry.

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Table of Contents

Company information	4
Notice of Annual General Meeting	5
Chairman's Statement	6-8
Corporate Social Investment and Sustainability Report	9-12
Report of the Directors	13-14
Statement of Directors' Responsibilities	15
Statement on Corporate Governance	16-26
Directors' Remuneration Report	27
Independent Auditors' Report	28-31
Financial Statements:
Consolidated and separate statement of profit
or loss and other comprehensive income	32
Consolidated statement of financial position	33
Separate statement of financial position	34
Consolidated statement of changes in equity	35
Separate statement of changes in equity	36
Consolidated and separate statement of cash flows	37
Notes to the consolidated and separate financial statements	38
Company's five year record	86
Major shareholders and distribution schedule	87
Form of Proxy (Annual General Meeting)	89
Kakuzi in the News	94
Kakuzi Photos	95

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KAKUZI PLC

COMPANY INFORMATION

FOR THE YEAR ENDED 31 DECEMBER 2022

Company Information

COUNTRY OF INCORPORATION

The Company is incorporated in Kenya under the Kenyan Companies Act, 2015.

DIRECTORS

The Directors who held office during the year and at the date of this report were:-

Mr. N Ng'ang'a	Mr. C J Flowers*	Mr. G H Mclean*	Mr. K R Shah
Chairman	Managing Director

Mr. D M Ndonye	Mr. S N Waruhiu	Mr. A N Njoroge	Dr. J K Kimani
* British
REGISTERED OFFICE		REGISTRARS
Main Office		Custody & Registrars Services Limited
Punda Milia Road, Makuyu	IKM Place
P O Box 24		Tower B, 1st Floor
01000 THIKA		5th Ngong Avenue
Telephone [phone]		P O Box 8484, NAIROBI 00100
E-mail: [e-mail]		Telephone [phone]
		Email: [e-mail]
SUBSIDIARY COMPANIES	AUDITOR
Estates Services Limited	(100% holding)	Deloitte & Touche LLP
Kaguru EPZ Limited	(100% holding)	Deloitte Place
		Waiyaki Way, Muthangari
		P O Box 40092
		00100 NAIROBI
SECRETARY		BANKERS
John L G Maonga		KCB Bank Kenya Limited
Maonga Ndonye Associates	P O Box 30081
Jadala Place, Ngong Lane, Ngong Road	00100 NAIROBI
P O Box 73248
00200 NAIROBI		NCBA Bank Kenya Plc
Telephone [phone]		P O Box 44599
		00100 NAIROBI
ORDINARY SHARES

The Company's ordinary shares are listed on the Nairobi Securities Exchange and the London Stock Exchange.

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KAKUZI PLC

NOTICE OF ANNUAL GENERAL MEETING

FOR THE YEAR ENDED 31 DECEMBER 2022

Notice of Annual General Meeting

NOTICE is hereby given that the Ninety Fifth Annual General Meeting of the Members of the Company will be held in the Ballroom at Nairobi Serena Hotel, Nairobi on Tuesday, 16th May 2023 at 12.00 Noon for the following purposes:-

1. To read the notice convening the meeting.
2. To table the proxies received and confirm the presence of a quorum.
3. To approve the minutes of the Ninety Fourth Annual General Meeting held on 17th May 2022.
4. To receive, consider and adopt the Audited Financial Statements for the year ended 31 December 2022 together with the reports of the Chairman, the Directors and the Independent Auditors thereon.
5. To declare a first and final dividend of Kshs 24.00 per ordinary share (2021: Kshs. 22.00) for the Financial Year ended 31 December 2022.
6. To approve the Directors' Remuneration Report as detailed in the Annual Report for the Financial Yearended31December 2022.
7. To re-elect Directors:-
8. 1. Mr. Ketan Rameshchandra Shah, a Director who retires by rotation in accordance with Article 27 of the Company's Articles of Association and, being eligible in accordance with Article 28 of the Company's Articles of Association, offers himself for re-election.
   2. Mr. Graham Harold Mclean, a Director who retires by rotation in accordance with Article 27 of the Company's Articles of Association and, being eligible in accordance with Article 28 of the Company's Articles of Association, offers himself for re-election.
   3. Ms. Pamella Ager, retires in accordance with Article 26 (5) of the Company's Articles of Association and, being eligible in accordance with Article 28 of the Company's Articles of Association, offers herself for re-election.
9. In accordance with provisions of Section 769 of the Kenyan Companies Act, 2015, the following Directors, being members of the Board Audit & Risk Committee be re-elected to continue to serve as members of the said Committee:-
10. 1. Mr. Daniel Mutisya Ndonye
    2. Mr. Stephen Njoroge Waruhiu
    3. Mr. Andrew Ndegwa Njoroge
11. To re-appoint Messrs Deloitte & Touche LLP as Auditors of the Company in accordance with the provisions of Section 721 (2) of the Kenyan Companies Act, 2015 and to authorise the Directors to fix the Auditors' remuneration for the ensuing Financial Year in accordance with the provisions of Section 724 (1) of the Kenyan Companies Act, 2015.
12. To transact any other business of an Annual General Meeting of which due notice has been received.

BY ORDER OF THE BOARD

J L G MAONGA

COMPANY SECRETARY 1st April 2023

Note: A member entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote on his/her behalf and such proxy need not be a member of the Company.

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